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Directors Report of Shaba Chemicals Ltd.

Mar 31, 2014

Dear Members

The Directors are pleased to present their 27th Annual Report together with the audited accounts of the Company for the year ended on 31st March 2014 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Year Ended Year Ended 31st March ,2014 31st March ,2014 (Rs. In Lacs) (Rs. In Lacs)

Turnover 0 0

Other Income 1.39 1.18

Profit / (Loss) before 0.6 .16 Depreciation

Less: Depriciation

Income Tax Earlier Years

Net profit(Loss) For the year .06 .16

DIVIDEND

There is no distributable profit for the year so your Directors do not recommended any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion & analysis report , as required under the listing agreement with the Stock Exchanges is enclosed at Annexure ''A''.

PUBLIC DEPOSITS

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 73 of the companies Act, 2013 read with the companies (Acceptance Of Deposits) rules2014. Also there are no outstanding Public Deposits.

OPERATION

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resuming during the year.

DIRECTOR

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sangeeta Neema ,the Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

In accordance with Section 149 and other applicable provisions of the Companies Act, 2013, your directors Mr. Indra Kumar Mahajan and Mr. Bharat Kumar Neema (Already existing Independent non executive Director and retired by rotation offer himself for the same) are seeking appointment as Independent Director for a term of five consecutive years upto September 30th, 2019.Details of the proposal for the appointment of Mr. Indra Kumar Mahajan and Mr. Bharat Neema l are mentioned in the Explanatory Statement under Section 102 of the Companies Act 2013 of the Notice of the 27th Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the director to the best of their knowledge and belief confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2014 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2014 on as a going concern basis.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. The Company supports the Green initiative and has accordingly decided to send all communications to its shareholders to their respective registered e- mail addresses. Hence, the Company appeals to its shareholders who are yet to register their e-mail addresses that they take necessary steps for registering same so that they can also become a part of the initiative and contribute towards a Greener environment.

Auditors And Auditors Report:

M/s. S.N. Kabra & Co, Chartered Accountants, the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. S.N. Kabra & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirtieth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

The Notes on Accounts referred to in the Auditor Report are self explanatory and there fore do not call of any further comments.

COMPLIANCECERTIFICATE:

In the terms of the provisions of Section 3 83A of the Companies Act, 1956, Compliance Certificate from M/s K.G. Mujawadia & Associates , Company Secretaries, 410, Ashirwad Appartment, 37 Kailash Park ColonyNear Gita Bhawan, Indore . The report being self explanatory needs no comments.

PARTICULARS OF EMPLOYEES

There was no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companies Act,1956 read with the Companies(Particulars Of Employees) Rules,1975.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and endeavors to maximuisze the wealth of shareholders by managing the affairs of the company with a pre-eminent level of accoumabiilty, transparency and integrity.

A report on Coiporate Governance as required under clause 49 of the Listing Agreement is attached.

LISTING AT STOCK EXCHANGES.

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and Madhya Pradesh Stock Exchange (MPSE), Indore and ASE. The Company has paid the annual Listing Fee for the financial year 2013-14 to Bombay Stock Exchange Ltd.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has suspended production since April 1998, hence statement in accordance with the provision 271(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988; regarding conservation of energy is not furnished.

FORIGN EXCHANGE EARNINGS AND OUTGO

There is no exchange earnings and Outgo during the year.

AUDIT COMMITTEE

As per the provisions of the Companies Act, 2013 and amended Listing Agreement with the Stock Exchanges, the Audit Committee of the company comprised of two non-executive independent Directors. Further, Chairman of the Audit Committee is an independent Director.

Name Of Directors Categories

Mrs. Sangeeta Neema Women Director

Mr. Bharat Neema (Chairman) Non-Executive & Independent Director

Mr. Ritesh Jain Whole Time Director & Executive Director

Mr. Jaikishan Neema Non-Executive & Independent Director

EMPLOYEES PARTICULARS

During the year there were no employee drawing remuneration in excess of ceiling provided Under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, hence prescribed particulars have not been furnished.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Company''s payroll.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the faith reposed by the shareholders in the company and look forward to their continued support from time to time.

For and on be half-of the Board Place: Indore SHABA CHEMICALSLIMITED Date: 11.05.2014

Mr. Ricesh Jain (W T Director) Sd/-

Mrs. Sangeeta Neema (Director) Sd/-


Mar 31, 2013

To, The Members of SHABA CHEMICALS LIMITED

The Directors are pleased to present their 26th Annual Report together with the audited accounts of the Company for the year ended on 31st March 2012 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Year Ended Year Ended 31st March, 2013 31st March, 2012 (Rs. In Lacs)(Rs. In Lacs)

Turnover 0 29.74

Other Income 1.18 1.12

Profit / (Loss) before .16 .09

Depreciation

Less: Depriciation

Income Tax Earlier Years

Net profit(Loss) For the year .16 .09





DIVIDEND

There is no distributable profit for the year so your Directors do not recommended any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion & analysis report , as required under the listing agreement with the Stock Exchanges is enclosed at Annexure ‘A’.

PUBLIC DEPOSITS

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 58A of the companies Act, 1956 rea with companies (Acceptance Of Deposits) rules1975. Managing also there are no outstanding Public Deposits.

OPERATION

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resuming during the year.

DIRECTOR

Mr. Rajkumar Jain Director of the Company retires by rotation at the ensuing Annual General Meeting and Mr. Bharat Neema (Chartered Accountant) proposed to be appointed as Director in forthcoming Annual General Meeting.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the director to the best of their knowledge and belief confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2013 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2013 on as a going concern basis.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. The Company supports the Green initiative and has accordingly decided to send all communications to its shareholders to their respective registered e- mail addresses. Hence, the Company appeals to its shareholders who are yet to register their e-mail addresses that they take necessary steps for registering same so that they can also become a part of the initiative and contribute towards a Greener environment.

Auditors And Auditors Report:

M/s. S.N. Kabra & Co., Chartered Accountants are statutory auditors of the Company for the financial year 2012-13. The Board of Directors of the Company has decided that the appointment of statutory auditors should be done on a rotational basis.

The Notes on Accounts referred to in the Auditors’ Report are self explanatory and therefore do not call for any further comments.

COMPLIANCECERTIFICATE:

In the terms of the provisions of Section 383A of the Companies Act, 1956, Compliance Certificate from M/s K.G. Mujawadia & Associates , Company Secretaries, 410, Ashirwad Appartment, 37 Kailash Park ColonyNear Gita Bhawan, Indore . The report being self explanatory needs no comments.

PARTICULARS OF EMPLOYEES

There was no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companoies Act,1956 read with the Companies(Particulars Of Employees) Rules,1975.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and endeavors to maximize the wealth of shareholders by managing the affairs of the company with a pre-eminent level of accountability, transparency and integrity. A report on Corporate Governance as required under clause 49 of the Listing Agreement is attached.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and Madhya Pradesh Stock Exchange (MPSE), Indore. The Company has paid the annual Listing Fee for the financial year 2012-13 to Bombay Stock Exchange Ltd.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has suspended production since April 1998, hence statement in accordance with the provision 271(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988; regarding conservation of energy is not furnished.

FORIGN EXCHANGE EARNINGS AND OUTGO

There is no exchange earnings and Outgo during the year.

AUDIT COMMITTEE

As per the provision of the companies act,1956 and Listing Agreement with the stock Exchange, The Audit Committee of the Company is comprised of two Non-executive Director’s

Name Of Directors Categories

Mrs. Sangeeta Neema (Chairman) Non-Executive & Independent Director

Mr. Rajkumar Jain Non-Executive & Independent Director

Mr. Ritesh Jain Whole Time Director & Executive Director

As per the provisions of the Companies Act,1956 and amended Listing Agreement with the Stock Exchanges, the Audit Committee of the Company comprised of two nonexecutive Independent Directors. Further, Chairman of the Audit committee is an Independent Director.

EMPLOYEES PARTICULARS

During the year there were no employee drawing remuneration in excess of ceiling provided Under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, hence prescribed particulars have not been furnished.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Company’s payroll.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the faith reposed by the shareholders in the company and look forward to their continued support from time to time.

For and on behalf of the Board

Place: Indore SHABA CHEMICALS LIMITED

Date: 07.08.2013

Mr. Ritesh Jain (W T Director)

Sd/-

Mrs. Sangeeta Neema (Director)

Sd/-


Mar 31, 2011

To The Members of SHABA CHEMICALS LIMITED

The Directors are pleased to present their 24th Annual Report together with the audited accounts of the Company for the year ended on 31st March 2011 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Year Ended Year Ended 31st March,11 31st March,10 (Rs. In Lacs) (Rs. In Lacs)

Turnover 63.63 71.88

Profit / (Loss) before Depreciation .09 .23

Less: Depreciation -- ---

Income Tax earlier Years -- --

Net Profit/ (Loss) for the year .09 .23

DIVIDEND

There is no distributable profit for the year so your Directors do not recommended any dividend for the year.

OPERATION

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resume during the year. Moreover company has trading of commodities during the year and exploring business in this area.

DIRECTOR

Mrs. Sangeeta Neema Director of the Company retires by rotation at the ensuing Annual General Meeting and his replacement is being sought.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the director to the best of their knowledge and belief confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2011 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2011 on as a going concern basis.

AUDITOR

M/S S. N. Kabra & Co. Chartered Accountants, give resigned from the post of Statutory Auditor of the company, and M/S S. N. Kabra & Co. Chartered Accountants appointed Statutory Auditors of the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under clause 49 of the Listing Agreement is attached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has suspended production since April 1998, hence statement in accordance with the provision 271(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988; regarding conservation of energy is not furnished.

EMPLOYEES PARTICULARS

During the year there were no employee drawing remuneration in excess of ceiling provided Under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, hence prescribed particulars have not been furnished.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Company's payroll.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the faith reposed by the shareholders in the company and look forward to their continued support from time to time

For and on behalf of the Board

Place: Indore SHABA CHEMICALS LIMITED

Date : 11.05.2011

Mr. Ritesh Jain

(W T Director)

Sd/-

Mr. Rajkumar Jain

(Director)


Mar 31, 2010

The Directors are pleased to present their 23rd Annual Report together with the audited accounts of the Company for the year ended on 31st March 2010 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Year Ended Year Ended 31st March, 10 31st March. 09 (Rs. In Lacs) (Rs. In Lacs)

Turnover 71.88 26.30

Profit / (Loss) before Depreciation .23 .42

Less: Depreciation - -

Income Tax earlier Years - -

Net Profit/ (Loss) for the year .23 .42



DIVIDEND

There is no distributable profit for the year so your Directors do not recommended any dividend for the year.

OPERATION

The management has suspend the production from April. 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resume during the year. Moreover company has trading of commodities during the year and exploring business in this area.

DIRECTOR

Shri Rajkumar Jain Director of the Company retires by rotation at the ensuing Annual General Meeting and his replacement is being sought.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act. 1956. the director to the best of their knowledge and belief confirm that:

i) In the preparation of the annua] accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2010 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2010 on as a going concern basis.

AUDITOR

M/S S. N. Kabra & Co. Chartered Accountants, give resigned from the post of Statutory Auditor of the company, and M/S S. N. Kabra & Co. Chartered Accountants appointed Statutory Auditors of the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under clause 49 of the Listing Agreement is attached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has suspended production since April 1998. hence statement in accordance with the provision 271(1) (e) of the companies Act. 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988: regarding conservation of energy is not furnished.

EMPLOYEES PARTICULARS

During the year there were no employee drawing remuneration in excess of ceiling provided Under Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules 1975, hence prescribed particulars have not been furnished.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Companys payroll.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the faith reposed by the shareholders in the company and look forward to their continued support from time to time

For and on behalf of the Board

SHABA CHEMICALS LIMITED

Mr. Ritesh Jain

(W T Director)

Sd/-

Mr. Rajkumar Jain

(dIRECTOR)

Sd/-

Place: Indore

Date: 27.06.2010


Mar 31, 2009

The Directors are pleased to present their 22 Annual Report together with the audited accounts of the Company for the year ended on 31st March 2009 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Year Ended Year Ended 31 st March, 09 31 st March, 08 (Rs. In Lacs) (Rs. In Lacs)

Turnover 26.30 26.90

Profit / (Loss) before Depreciation 0.42 0.06

Less: Depreciation

Income Tax earlier Years

Net Profit/(Loss) for the year 0.42 0.06

DIVIDEND

There is no distributable profit for the year so your Directors do not recommended any dividend for the year.

OPERATION

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resume during the ^ear Moreover company has trading of commodities during the year and exploring business in this area.

DIRECTOR

Mrs. Sangeeta Neema Director of the Company retires by rotation at the ensuing Annual General -Meeting and his replacement is being sought.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the director to the best of their knowledge and belief confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the propervexplanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2009 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2009 on as a going concern basis.

AUDITOR

M/S S. N. Kabra & Co. Chartered Accountants, give resigned from the post of Statutory Auditor of the company, and M/S JSL N. Kabra & Co. Chartered Accountants appointed Statutory Auditors of the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under clause 49 of the Listing Agreement is attached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has suspended production since April 1998, hence statement in accordance with the provision 271(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988, regarding conservation of energy is nor furnished.

EMPLOYEES PARTICULARS

During the year there were no employee drawing remuneration in excess of ceiling provided Under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, hence prescribed particulars have not been furnished.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Companys payroll.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the faith reposed by the shareholders in the company and look forward to their continued support from time to time

For and on behalf of the Board Place: Indore SHABA CHEMICALS LIMITED

Date: 27.06.2009 Mr. Ritesh Jain (Director) Mr. Rajkumar Jain (Director)

 
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